§ 2-401 — Passing of Title; Reservation for Security; Limited Application of This Section

New York § 2-401

• Jurisdiction: New York
• Law UCC: Uniform Commercial Code
• Part 4: Title, Creditors and Good Faith Purchasers
• Art. 2: Sales

Text

Section 2--401. Passing of Title; Reservation for Security; Limited\n Application of This Section.\n Each provision of this Article with regard to the rights, obligations\nand remedies of the seller, the buyer, purchasers or other third parties\napplies irrespective of title to the goods except where the provision\nrefers to such title. Insofar as situations are not covered by the other\nprovisions of this Article and matters concerning title become material\nthe following rules apply:\n (1) Title to goods cannot pass under a contract for sale prior to\ntheir identification to the contract (Section 2--501), and unless\notherwise explicitly agreed the buyer acquires by their identification a\nspecial property as limited by this Act. Any retention or reservation by\nthe seller of the title (property) in goods shipped or delivered to the\nbuyer is limited in effect to a reservation of a security interest.\nSubject to these provisions and to the provisions of the Article on\nSecured Transactions (Article 9), title to goods passes from the seller\nto the buyer in any manner and on any conditions explicitly agreed on by\nthe parties.\n (2) Unless otherwise explicitly agreed title passes to the buyer at\nthe time and place at which the seller completes his performance with\nreference to the physical delivery of the goods, despite any reservation\nof a security interest and even though a document of title is to be\ndelivered at a different time or place; and in particular and despite\nany reservation of a security interest by the bill of lading\n (a) if the contract requires or authorizes the seller to send the\n goods to the buyer but does not require him to deliver them\n at destination, title passes to the buyer at the time and\n place of shipment; but\n (b) if the contract requires delivery at destination, title\n passes on tender there.\n (3) Unless otherwise explicitly agreed where delivery is to be made\nwithout moving the goods,\n (a) if the seller is to deliver a tangible document of title,\n title passes at the time when and the place where he delivers\n such documents and if the seller is to deliver an electronic\n document of title, title passes when the seller delivers the\n document; or\n (b) if the goods are at the time of contracting already\n identified and no documents of title are to be delivered,\n title passes at the time and place of contracting.\n (4) A rejection or other refusal by the buyer to receive or retain the\ngoods, whether or not justified, or a justified revocation of acceptance\nrevests title to the goods in the seller. Such revesting occurs by\noperation of law and is not a "sale".\n